Heroes
by lull.and.waves
Summary: There are so many heroic men in Gwen's life that she forgets that she's a hero, too. But Peter never forgets. She saved him. TASM 2012 Movieverse. Rating may change.
1. Gwen

_1 - Gwen_

Gwen's first hero was Superman. She would sit on the couch every Saturday morning and watch the cartoons with her baby brother (who couldn't even talk yet), bouncing with delight every time Superman saved the old lady or the bus full of children or, best of all, the pretty, pretty girl. Her parents would sip their coffee and chuckle at her from the breakfast table, and she would only tear herself away from Superman's exciting adventures and lovely red cape long enough to kiss her daddy goodbye and bid him a good day at work (at three, she didn't quite understand daddy's job yet, but even little Gwen knew that it was important she say goodbye to her daddy before he left for work each morning). Then she would trounce happily back into the living room to reclaim her throne on the couch, and cheer Superman on as he defeated the dastardly villain and won the day. Every time. That's what Gwen liked the best about Superman: He never lost.

* * *

Eventually, as Gwen entered elementary school, she outgrew Superman and turned to books instead. But, still, her favorite part of the week was eating Saturday morning breakfast with her parents and watching her kid brother cheer on his favorite superhero on TV.

One night, the TV is off and her brother is sleeping. Gwen finds her mother sitting in the kitchen, drinking tea and staring at the clock. She climbs onto her mother's lap and says, "Mommy, you're up late."

Her mother smiles and strokes her daughter's cheek. "I'm worried, baby."

"About what?"

"About your daddy."

Gwen frowns. She doesn't want her mother to be worried. "Why?"

Her mother simply sighs and hugs her daughter to her. "My worrying keeps him alive, baby," she replies cryptically. She doesn't want her sweet little daughter to know of all the other reasons that she has to worry about her father. Gwen isn't quite sure what it means, but she accepts her mother's answer anyways and nestles her head contentedly against her mother's neck. She can wait, too.

* * *

It doesn't take long after she had outgrown Superman for Gwen to find a new hero. Her father. By age seven, she had come to fully understand the dangers and bravery that being a high-ranking police officer entailed. By age ten, she had become familiar with the gnawing sense of insistent anxiety that came with not knowing if your father was going to make it home alive that day-being the eldest of four, including an immature younger brother and two still-gurgling baby boys only a year apart, and the daughter of a policeman had forced Gwen to grow up a bit more quickly than other girls her age. Still, she never allowed herself to worry too much. He's a hero, she would tell herself. And heroes always win the day.

* * *

Officer Stacy is promoted to Captain Stacy and, at home, the Stacys celebrate. Eleven-year-old Gwen kisses her daddy on the cheek and offers him her congratulations, but she can't help but grimace when the worry in her gut deepens.

* * *

By the time she enters high school, Gwen is starting to doubt the benefits of having a hero in her life. Sure, she loves her dad, but she's getting a little tired of staying up every night to make sure that he's whole and unharmed when he comes home from his long workday. Her baby brothers are old enough to start getting on her nerves now and her older kid brother doesn't help much, only smirks at her as she tries to control the babies, and she has more schoolwork than ever with her full-honors schedule. She starts going to bed before her dad comes home, reassuring herself that he'll be okay when he comes through the door. After all, he's still a hero. And heroes win the day.

* * *

When Gwen is sixteen, she notices a boy. He's in some of her classes and he's shy, but even though he doesn't talk much she can tell he's smart. And he's cute. Really cute. In that awkward, wholesome, thoughtful, intelligent-teenage-boy way that she knows her parents would love. His name is Peter and he's into photography. Even better, she thinks she catches him looking at her sometimes. She thinks of talking to him once or twice, but she's taking a lot of AP classes now and branching out into science programs and extra-curriculars and community service (even considering applying for a really cool and interesting-seeming internship at OsCorp), and she's too busy to talk to Peter the photographer boy. Even if he is really, really cute.

(Still. She can't help but dream wistfully of what it might be like to have a man in her life that she wouldn't have to stay up nights worrying about. She thinks that, as much as she loves her dad, it would be really, really great.)

* * *

A year and a half later, Gwen has hardly really talked to him all that much, but she finds herself falling for Peter Parker. He stood up to Flash Thompson and took a roundhouse to the face for it. He's sweet, and he's nice, and he's awkward and adorable and even though he snuck into OsCorp and nearly got her into trouble, it thrills her that he's so into what she's into, which is science. She had always known that he was a good science student, but not cross-species-genetics-sneak-into-OsCorp-for-the-sake-of-it good. She feels like he's a bit of a godsend, a reward for all the time she's spent slaving over her books and worrying for her father. She _had_ been trying so hard because of college, but if Peter Parker is the way that the universe decides to reward her for her studiousness, she thinks that, well, it's not a bad bargain.

* * *

When Peter tells Gwen that he's Spider-Man, she feels many things. She feels shock in that initial moment of realization, when he webs her on the skirt and pulls her into his arms. Then she feels_ wow, wow, wow_ when he kisses her deep, his nimble fingers alighting shivers underneath her skin. She feels a bit dazed after that, like she's teetering and about to fall-her new boyfriend is Spider-Man. Spider-Man. "Oh, I'm in trouble," she whispers to herself, watching him vault over the balcony and fall into the night below. She floats back into the house and has a hard time explaining to her family where her new boyfriend disappeared to. Her youngest brother snickers that she's scared him off, and this brings her back to earth long enough to smack him playfully and tell him to finish his fish.

The final emotion doesn't come until later, when she's lying in her bed in the middle of the night, bathed in the moonlight and staring at the window that Peter had climbed in earlier, with that casual shrug and uncertain grin that she loved so much about him. That's when she feels it-the worry. Deep in her stomach, it implants itself like a malevolent little seed and begins to sprout. She wished for less heroism in her life and instead, she got double the amount. Three-year-old Gwen would have been thrilled, but seventeen-year-old Gwen is less so. Because, by now, she has long since understood the darker side of being a hero.

She stares up at the ceiling and sighs. _Oh, I'm in trouble._

* * *

When he next comes to her window, he's bearing that self-effacing grin again, and she feels butterflies of delight unfurl in her stomach (she doesn't notice that it's not the same grin-less lightness and more exhaustion). And never have butterflies met a quicker death than when she sees the blood, dripping off of his chest and onto her bedroom carpet.

By the time she's warded off her father and fetched a dampened towel, the seed of worry in her stomach has grown into a vine that has effectively wrapped around her chest and is now squeezing all the breath out of her. Her hands shake as she cleans the blood from his gashes, and she can see that he's a bit dazed from all the blood loss, and a bit guilty for coming to her like this. The combination gets to his head and he tries to kiss her, but she pulls away because she can't. She has to tell him. She rests her forehead against his and tries to find the words. He has to know.

"Every day, for as long as I can remember, my father..." She inhales, her eyes downcast, and he shifts with concern against her. "...has lived every morning and he's put a badge on his chest, and strapped a gun to his hip... And every day for as long as I can remember, I haven't known if he was going to make it home." Her voice cracks and she holds his gaze, willing him to understand, watching as he swallows and twists his mouth at her words.

He puts one hand to her face and looks at her with a sort of terrible sadness in her eyes, more understanding in them than she could have hoped. "I got you," he whispers, barely audible, and she's sure that she'll cry as she reaches up to grasp his wrist. He slides his other hand up to cup her face in his palms, whispering again, "Okay?" Now he is the one willing her to understand, and she can't handle the way he's looking at her anymore so she turns away, swallowing back tears that threaten to burst. He doesn't let her go, ducking to meet her eyes as he says, almost pleadingly, "I got to stop him, though." She turns back to him and he holds her gaze. "I have to. 'Cause I created him."

She collects enough courage to look up at him again, and their eyes meet, gray-green against brown. And they both understand.

* * *

_Please, make sure he's okay._

These are the last words that she said to her father.

_She's sure that it's rain that slides down her face, but when it touches her lips, the drops taste salty._

They haunt her. She walks in the procession, clutching the handle of her black umbrella so tightly that her knuckles have turned white.

_No one speaks a word. Save for the sound of the falling rain and slow, shuffling footsteps, it is quiet._

She should have said something else.

_Even little Gwen knew that it was important she say goodbye to her daddy before he left for work each morning._

She should have told him goodbye.

_**He** isn't here._

She should have kissed his cheek and told him to be safe. Like she used to do. Like she didn't, the only time that it had truly mattered.

_Flash's solemn face can be seen among the sea of black._

Out of the corner of her eye, she thinks she sees something, hovering behind the chimney of a nearby rooftop. Hope soars in her chest, and she looks up, tilting the umbrella back to let in the rain. But there's nothing there. No one. Her hopes crash, and the guilt comes flooding back, filling her up to her eyes. She did it again-thought of _him_ before her own father.

_"My worrying keeps him alive."_

She shouldn't have assumed that he'd be okay simply because had always been okay before. She shouldn't have been so stupid, so naive.

_Please, make sure he's okay._

Not all heroes win the day.

* * *

**A/N:** Hey guys! Just a quick author's note of introduction. While this isn't my first fanficition, this _is_ my first Marvel fanfiction. After seeing TASM, I just couldn't contain all of my Spider-Man feels, so I had to write something to let it all out. I'm thinking of continuing this and writing a few more chapters alternating between Peter and Gwen's point-of-views. Let me know what you think! Don't worry, there will be more Gwen/Peter in upcoming chapters.

ALSO: Does anyone remember specifically what Gwen said to her father before he went up to help Peter? I put down "Please, make sure he's okay" because I remember it as something like that, but if anyone remembers exactly what it was, please let me know and I'll fix it. Thanks :)

P.S. Do me a favor, guys, and PLEASE review. It really helps. Whilst I love you all for following/favorite-ing, if you don't review, I can't tell what I'm doing right to make you guys want to keep reading, so I can't possibly improve. So, PLEASE just leave a quick comment. Even something as simple as "I like the premise" or "Use shorter sentences" or "Good details" or "Too many details" or "Good characterization" helps (every fanfiction author loves to hear they've got good characterization). Thanks in advance!


	2. Peter

A/N: Hey guys; just wanted to say that, starting from this chapter, this story is set after Gwen confronts Peter at his house but before the "But those are the best kind" scene that we all know & love. Alrighty, read on!

* * *

_2 - Peter_

"Peter? Hello, Peter?"

Peter snapped out of his reverie to find a familiar-looking girl staring quizzically at him. He swallowed, blinking rapidly to clear his head of his earlier thoughts. "Yeah, I-sorry, I was just-um-sorry."

The girl gave him a small smile, and Peter realized that it was the same girl that had been working on the pep rally banner the day that he had fooled around with Flash and shattered the basketball backboard. He winced. _Fooled around with Flash._Now there was a thought that he hoped would never cross his mind again.

"It's okay," she said kindly, bending over the pictures spread over the table again. She was in Art Club, and he in Yearbook, and the two were collaborating to create the new school mural going up on the wall of the gym. Art Club had requested pictures from Yearbook to base the mural off of, so there they were, in the gymnasium after school, the representatives from each club both poring over Peter's shots and trying to select the ones that would best recreate the campus of Midtown Science. Well, at least, one of them was. "I know you're distracted."

Peter grimaced. "Sorry," he repeated. It occurred that he wasn't even sure of this girl's name. She had told him at least twice before, but he had been too...as she said, distracted to retain it. He knew that it started with an I._ Isabella, maybe? No..._

She flashed a smile up at him before returning her gaze to the photos again. "No worries." A brief moment of silence passed, in which she perused the photos with a critical eye and Peter fidgeted awkwardly, his gaze roaming the gym again. _Iris? Irene?_

"So. Have you talked to her?"

Peter jumped, looking back at her again. "Wh-what?"_ Indigo, maybe? Yeah, that sounded right...though, seriously, what mother in her right mind would name her child Indigo..._

"Gwen, I mean," she explained, selecting a photo of the Green Club planting trees in the courtyard and adding it to a pile that she had already started off to the side.

Peter flushed and opened his mouth, but found that he had no words.

She suppressed a grin as she met his eyes again. "You shouldn't avoid her, you know. I mean, it's kind of obvious that you're totally into her, so I don't know why you're doing it, but you shouldn't avoid her."

Peter forced out a strained chuckle. "What? I'm not-y'know, _into _her, I just-I just-"

"You just?" girl-whose-name-started-with-an-I inquired, smiling at him. "You've been staring at her for the past fifteen minutes...I think I've made at least four suggestions for the mural that just went completely over your head."

Peter could feel himself turning as red as his Spider-Man suit. It was true; as soon as Gwen had walked into the other end of gymnasium with her friends twenty minutes ago, arms full of decorations for the upcoming Spring Ball, he hadn't heard a single word that Iris/Irene/Indigo had said to him. "I-okay, but I'm-I'm not into her-" Maybe if he could convince what's-her-name that it was true, he could convince himself, too.

"Uh-huh," she replied.

"I-we're not-" He sighed and deflated, knowing that he had lost. "...She's just...nice to look at..."

Maybe-Indigo laughed and picked up the pile of photos that she had selected, straightening them against the table. "Yeah, well, I hear she's pretty nice to talk to, too." She paused, then reached out and plucked another photo from the array still left on the table, studying it thoughtfully. "I like this one," she commented, "but I don't think it should be painted onto the mural. It seems a bit...personal, to me." She held out the photo. "Don't you think?"

Peter took the photo and looked down. There was Gwen, perched on a table in the courtyard, reading a book with the sun in her hair. It was the shot that he had taken of her right before the scene with Flash. He swallowed and stared at it as the girl who had handed it to him slipped the stack of selected photos into her bag. "Well," she said, "I'll see you."

He hurriedly looked up and nodded. "Yeah. Um-bye."

She nodded and turned away, but before she could go, he called out to her. She stopped, glancing back at him expectantly, and he blew out his breath. "Thanks," he said at last, earnest gratitude in his voice. "For everything...um..."_ Shit. Her name._He racked his head, but all he could come up with was "Maybe-Indigo", and somehow he didn't think she would appreciate being called that.

She smiled then, as if she knew exactly what he was thinking. "Ingrid," she supplied.

_Oohhhhhhhhhh. That's right._"Ingrid," he echoed, giving her an apologetic smile. "Sorry."

"Hey, it's alright," she said, laughing. She nodded towards Gwen, who was hanging streamers up on the walls, oblivious to the two people looking at her from across the busy gym. "You've clearly got better things to worry about."

Peter met her gaze and nodded. She smiled at him and turned to go.

Just before she reached the gymnasium doors, she turned again and called out, "Talk to her!" Then, with a last grin, she was gone.

Peter allowed himself a small smile before his eyes strayed to Gwen again. He noticed that she wasn't talking to her friends as she went about her preparations; in fact, she hadn't seemed very social at all lately. Not since-well. _Idiot, idiot, idiot. Of course she isn't being social._

Peter sighed, Ingrid's words echoing around his head._ Talk to her!_ But Ingrid hadn't been there on the rooftop the night George Stacy died. She hadn't seen the pleading look in the police captain's eyes, a dying father trying to protect his daughter. _You keep Gwen out of this. _Peter shuddered and turned away, stuffing his photos back into his backpack.

Why had he said yes? _Why?_Why had he agreed?

_Because when a dying hero asks you to honor his last request, you don't say no._

_Especially not when you're both trying to protect the same person._

* * *

A/N: Just a little filler. Tell me what you think!


	3. Car Horns

_3 - Gwen_

"Gwen. Dinner."

Gwen jolted awake, sitting up in her desk chair to find her digital clock blinking 6:47 p.m. at her and her biology report still as woefully unfinished as ever. She winced and lifted a hand to her head, massaging her aching temple and cursing herself for having fallen asleep over her homework. She had never done that before.

"Gwendy. _Dinner_."

"Yeah, I got it, Phil," Gwen snapped at the door, then felt bad almost immediately after as she heard her brother make an offended noise and patter away. She groaned and let her head fall upon her desk, considering just crawling into a hole for the rest of her life, then reluctantly decided against it and rose to go down to dinner.

Gwen arrived at the kitchen to find her brothers fidgeting silently by the table and her mother bustling aimlessly about. Even though Helen Stacy avoided her children's eyes, Gwen knew that her mother had been crying. She wondered why her mother even attempted to hide it; it was no secret that they had all been crying. Everyone in the household sported constant red-rimmed eyes. Gwen had lost count of the number of times that she had walked past one of the boys' rooms and heard muffled sobs from within. Every time, it made her feel even emptier than she already did.

Gwen watched her mother shuffle around the kitchen for a moment before sighing and pushing herself into action. "Howard," she murmured, moving towards the stove to see what her mother had prepared, "set the table, please." Gwen's oldest younger brother glanced up, meeting his sister's eye for a second before looking away and nodding, moving towards the cabinets for the plates and silverware. Gwen lifted the top of the pot on the stove and grimaced at what she saw: Her mother had attempted to make pasta, but the rigatoni was hard and undercooked and the sauce thick and clumpy and half-dried. Gwen sighed softly and set the cover off to the side before placing her hands on her mother's shoulders and gently guiding her to the table. "Have a seat, Mom," she murmured gently, pulling out a chair for her mother. Helen looked at her daughter for a moment, and tears pricked the back of Gwen's eyes at the empty look on her mother's face; then Helen simply nodded and sat, and Gwen hurried back to the stove, straining to not cry in front of her brothers.

A half-hour of silence later, Gwen dished out the repaired rigatoni (fixed by adding another cup of water and some olive oil) and the Stacys sat down to dinner. Or, at least, the makings of dinner. Howard and Philip pushed their forks around their plates, Simon shoveled pasta into his mouth as if he were afraid to stop and look up, and Helen simply sat there and stared at her glass of water. Gwen placed a forkful of pasta into her mouth and swallowed past a dry throat. There hadn't been talk at the dinner table since her father's death; in fact, there hadn't been a dinner table, period. Tonight was the first time that the Stacys had sat down to dinner together since the night of the Lizard attack.

The thick silence was broken by a sudden, familiar jingle. Gwen nearly jumped out of her seat before realizing that it had come from her cell phone. Putting her fork down, she reached into her pocket and fumbled with the clunky device (her father had promised her a new one, just the week before-) before finally getting it out and flipping it open.

"Hello?"

Silence.

Gwen frowned, biting the corner of her lip. "Hello?"

More silence.

Gwen pulled the phone away from her ear to look at the Caller ID. A number she didn't recognize stared back at her.

The ring of the phone seemed to have pulled Gwen's mother out of her trance. "Who is it, honey?" she asked softly, looking at her daughter.

"I-" Gwen shrugged, shaking her head. "I don't know. It's...no one."

"That's the fourth one you've gotten this week," Howard said, eyeing Gwen's phone suspiciously. Gwen almost smiled, touched that he had noticed. There was the Howard that she knew: a jokester most of the time, but endearingly overprotective when it came to his mother and sister.

Just like his father.

"Mom, if you don't mind..." Gwen stood, pushing back her chair, and motioned with the phone to the adjacent sitting room.

"Uh-yes." Helen nodded. "Yes, go ahead, sweetheart."

Gwen flashed her mother a brief, grateful smile. "Thanks, Mom." She turned and hurried out of the kitchen. As soon as she was out of earshot of her mother and brothers, she brought the phone up to her ear again. "Hello?"

Through the line, Gwen could pick up the faint background noises of late-night traffic; but, still, not a word.

Gwen took a deep breath and squeezed her eyes shut. "Peter...is this you?"

Silence.

Gwen swallowed. "It's you, isn't it?"

More silence.

Gwen exhaled and opened her eyes, only to find them moist and blurry. The tears only served to make her angrier: Here she was, standing in her den, crying into a silent phone. And there he was on the other end, just listening to her. She bit her lip and crossed her arm over her stomach, clutching her elbow and squeezing the phone in her hand. She was angry now, angry and hurt and provoked, and, well, if he wasn't going to talk, he was damn well going to listen!

"You shouldn't have done it like that," she burst out, her voice harsh with restrained tears. "You shouldn't have-I came to you. That day, the day after my father's funeral, I came to you, and-you should have come to me. You should have come to my father's funeral. You should've been there, and you should've talked to me, and you didn't, and I-" She bit back a sob, closing her eyes. "I thought you'd died, Peter," she whispered, choking on the words. "When you didn't come to me, when I couldn't reach you, I thought you'd been killed up there right next to my dad, but they didn't find your body and then I didn't know what to think. They had my father in a body bag and I-I couldn't believe it." She let out a humourless laugh. "I'd only been thinking of you. I...please, Peter." She swallowed. "Say something. Please."

Silence.

"Peter, I-I don't care what he said to you, I don't care what he made you promise. Don't I get a say? It's my life, don't I get to choose? Peter, please, answer me!" Her voice cracked as it rose, and she was sure that her brothers could hear her now, but she didn't care. "Peter. Please. Say something!"

There came rustling from the other end of the phone, and Gwen tensed, sure that he would say something, sure that he would speak and answer her...

Nothing but the baleful sound of car horns.

Gwen let out a sob and slammed the phone shut.

* * *

"Hey, Spidey-Man, you done with that phone yet?" A short, stout man sporting a scraggly beard tapped the top of the pay phone booth impatiently, giving Spider-Man an expectant look.

He started, his hand slipping as he crammed the phone back into place. "Y-yeah. Sorry. 'S all yours," he said. Before the scraggly-bearded man could make a snarky reply, the masked vigilante had already shot off a biocable and swung up into the multi-colored night.

Scraggly shook his head as he reached for the phone. "Suits," he muttered to himself, pushing in a handful of quarters. "Seen 'em once, seen 'em all."

Spider-Man swung to the top of the tallest, most generic-looking office building that he could find and crouched there on the roof's ledge, pulling off his mask. He swallowed and ran a shaking hand over his face; his entirely body trembled, as if he had suddenly lost all coordination in his limbs. He curled his fists and clenched his jaw, trying in vain to stop the shaking, but all he could see were her sad, doleful eyes, and all he could hear were the same words, running through his head over and over again.

_You should've been there._

_I thought you'd died._

_I don't care what he made you promise._

_Say something!_

With a groan, Peter surrendered, sitting back as the tears finally spilled over. He pulled his legs up and crossed them at the ankles, then wrapped his arms around his knees. The high, whistling wind dried the tracks on his cheeks, and so, like that, overlooking the cold and glittering streets of the city below, Peter Parker spent a long and lonely night at the top of New York.

* * *

A/N: Hey guys, do me a quick favor. I can't tell if this is in character or not, so drop me a review and let me know? (and, while you're at it, tell me your thoughts on this chapter!) Thanks! :)


	4. Things Unknown

_4 - Things Unknown_

_Don't listen to a word I say. Hey!_  
_The screams all sound the same. Hey!_  
_Though the truth may vary, this ship will carry_  
_our bodies safe to shore._

-"Little Talks" by Of Monsters and Men

* * *

"Gwen-sorry, Gwen?"

Gwen swallowed an irritated sigh and looked up, pulling her earbuds out of her ears and forcing on a polite smile. "Hi, Missy."

Gwen's petite, mousy classmate smiled apologetically. "Sorry to bother you, but have you seen Peter?"

The smile on Gwen's face tightened just a tiny bit more. "Um-Peter P-Parker? Uh, no, sorry, I can't say I have."

"Oh." Missy frowned. "Sorry, he's my partner for the big science project, and I just thought that..."

"Thought what?"

"Just that, since you guys are going out and all, you might-"

"We're not going out," Gwen said, a little too quickly.

Missy raised an eyebrow. "You're not?"

"No, we..." Gwen trailed off, clearing her throat. "We don't even really-know each other."

"Oh. Well. Teaches me to listen to school gossip." Missy smiled before glancing up, her gaze roaming the courtyard. "I just-he hasn't been here for, like, three days and I really need to talk to him about our thesis. Just-if you see him, can you tell him that I'm looking for him?"

"Yeah, sure, I'll"-Gwen nodded-"I'll do that."

"Great. Thanks, Gwen. See you around."

"Bye, Missy."

Gwen sighed, deflating as Missy walked out of sight. _He hasn't been here for, like, three days..._She hesitated, biting her lip and searching the courtyard herself. The day after she had spoken to him over the phone-sort of-her family had left to spend four days with her grandmother and cousins Stacy in Michigan. She had only been back for two days, and she had almost forgotten that she was supposed to still be seeing Peter at school. Missy was right; Peter hadn't been at school since Gwen had returned. A familiar tightness squeezed her stomach, and her fingers curled reflexively around her iPod. What if- No. Gwen shook herself and pushed all thoughts of Peter from her mind. She had no relation to him now; it wasn't her job to worry about him anymore.

Gwen stood, shoved her books into her bag, and started for the school parking lot. Peter Parker was on his own now.

* * *

"You should really get that checked, you know."

Peter grimaced as he replaced the bandage on his leg. "'S fine, Aunt May," he reassured her, even as he cringed as another bolt of pain shot through his calf. "I'm fine. Go to bed."

May Parker leaned against the doorframe with her arms crossed over her stomach, fidgeting as she took in the sight of her nephew and only remaining family member sprawled out on top of his unmade bed. "It's deep, Peter. And it looks bad. Please, Peter, you need to take care of yourself, too. You can't just..." She sighed.

Although Peter had never admitted outright to being Spider-Man, ever since that night that he had come home from the Lizard fight a battered mess, a sort of mutual understanding had passed between him and his Aunt May. May never talked about Peter being Spider-Man, and Peter never talked about his late-night exploits battling crime throughout the city; and in exchange, May cared tenderly for her nephew when he came home, sometimes limping, at dawn, and Peter would kiss her cheek and promise to be safe every night before he left. The entire process was almost comical; Peter calling, "I'm heading out, Aunt May," as if he were just like any other ordinary kid going to see a movie with friends on a Saturday night, and Aunt May solemnly dabbing at the array of small bruises and shallow cuts that adorned Peter's body as he ate breakfast before school. As odd and tense and sometimes tiring as it was, the routine had worked for just about two weeks now, and things had actually started to ease into a sort of flow when Peter came home bearing a profusely bleeding gash on his right leg, to mirror the bullet scar on his left. Now, they were back to Peter being elusive as he nursed his wounds on his bed and Aunt May being distressed as she hovered about him.

May turned back to her nephew. "Can't you at least tell me who did this to you? What happened out there? You come home every morning looking terrible and ready to drop, but most of the time it isn't so bad, you've only got a handful of cuts and scrapes that heal by the next day-but then you come home and it's like _this_and you refuse to see a doctor. Please, Peter, just tell me."

Peter met his aunt's eyes for a split second before looking away. "I told you, Aunt May. Something just...attacked me. Didn't see it coming; it was like it came out of nowhere. Before I could get a good look at it, it was just...gone." He shrugged a shoulder. "That's it, Aunt May. Swear to god, that's it."

May stared at him for a moment, then sighed. "Alright, Peter. Alright." She turned to go up the stairs, then paused and looked back at him. "Promise me you won't...go out tonight, Peter."

"Aunt May-"

"Peter." May's gaze turned stern. "Promise me."

Peter sighed, the ghost of a smile lifting the corner of his lips. "I promise."

"Good." May smiled softly and turned off the light. "Good night, Peter."

"'Night, Aunt May."

Peter laid his head back and listened for the sound of his Aunt May's bedroom door to close. As soon as the light at the bottom of her door blinked out, he struggled to his feet and closed his own door. Then, using his old baseball bat for a crutch, he limped over to his desk and pulled his Spider-Man suit from his drawer.

He had promised Aunt May that he wouldn't go out tonight, and he would honor that promise. But, as he fished his sewing materials out from under his bed and set to repairing the rips and tears in the meshed spandex, he knew that Spider-Man would be back out on the streets by tomorrow night.

* * *

When she arrived at school, Gwen couldn't help but scan the halls for Peter. No sign of him anywhere. She bit her lip, ground her teeth, and went to her locker. Not her problem anymore.

* * *

"Peter-sweetheart, please, wake up."

Peter jolting awake, reflexively sucking in a gasp of air as his eyes flew open. "Oh, thank god," he heard a cry, and turned to see his Aunt May bending over him, clutching a phone to her chest and a look of utter relief on her face. "Oh, thank god you're awake."

"Awake?" Peter echoed stupidly. His head felt impossibly heavy, and every time he blinked, the blackness of his eyelids lasted just a second longer than it should.

"You slept through the entire day," May explained, perching on the edge of his bed. "You just...wouldn't wake up. I"-she looked at the phone in her hand-"I thought it must have been your leg, and I was just about to call an ambulance but...you woke up."

"I-I'm fine, Aunt May, I'm fine," Peter mumbled, rubbing his eyes and trying to quell the dizziness sweeping through his head. "I-what time is it?"

"Four o'clock."

Peter blinked. "You serious?"

May smiled sympathetically. "You missed school."

Peter groaned and fell back on his pillows. "Great, just-great. That's four days. Four." The first absence, he had taken a personal day to catch up on all of the schoolwork that he had fallen behind on while chasing criminals around the city. He had finished with a sore back and a stiff neck, but at least he had been able to turn all of his work in on time and avoid a Saturday detention and a ten-point drop in his class averages in AP Literature and History. The second day, he had been skateboarding to school when he ran across an elaborate and highly-enforced hold-up of a major city bank and got caught up in an thirteen-hour hostage situation that saw him finally traipsing home at eight o'clock, too exhausted to even eat dinner as he dropped into a three-hour nap before putting his suit back on and heading out again for night patrol. An hour before dawn on the third day, he had gotten attacked by an unknown and unfortunately vicious assailant that had escaped before he'd managed to catch a glimpse of him/her/it, and he had, again, skipped school to stay home and allow his leg to heal-as super-advanced as his body was, a gash to the leg was still no minor wound, and he would rather not have to make up an assortment of lame, stuttering lies to fend off his classmates' questions. And, apparently, he had slept straight through the next day, tallying his number of unexplained consecutive school absences to a grand total of four.

Fantastic. Principal Jameson was going to _love_this.

"Yes, well"-May rose from Peter's bed and moved towards the door-"I think that it's your body's way of telling you to slow down. You might want to listen."

"Yes, Aunt May," Peter mumbled into his pillow, resisting the urge to roll his eyes. He had heard this lecture before.

May sighed. "Oh, I know there's no point arguing with you. I might as well be speaking to a brick wall. Would you like some tea?"

Peter sat up. "No, I think I'm just gonna-catch up on some...um, things..."

May gave her nephew a knowing look as she paused in the doorway. "Your suit is on your desk. And your stitching is a disgrace, by the way. No wonder it keeps tearing. You'd make a terrible housewife." She almost seemed to laugh as she slipped from the room.

Peter snorted and shook his head, the corner of his mouth curling upwards as he rolled out of bed and crossed the room to his desk. For a woman who claimed to hate the Spider-Man persona, she sure knew how to get her kicks out of it. He grabbed his repaired suit before hobbling back to his bed, sitting down and reaching for his leg. He pulled up the sleeve of his pants and unwrapped the bandages to inspect the wound underneath. There was some unusually heavy green bruising around the injured area, but the gash itself was mending nicely, the ghastly red of yesterday already fading to a healing pink. Although it still looked far from pretty, he knew that it would have to do for tonight. He tossed the old bandages out and grabbed a fresh roll. The streets were calling.

* * *

A/N: Wait, will something happen on the streets? I guess you'll have to keep reading to find out! Thanks so much to all you reviewers-you guys are simply the best, and make this whole fanfiction-writing venture worth it. Anyways, sorry for the wait, I've been doing summer work and watching Doctor Who and volunteering/babysitting/hanging out with friends, so it's been a crowded couple of days. I promise to try to get the next installment to you within the next couple of days. Thanks!


	5. Trouble Brewing

_5 - Trouble Brewing_

The sun had just broken over the horizon when Spider-Man decided to head home. He had stopped a mugging, dispatched a would-be convenience-store robber, prevented at least three home break-ins, and took out a purse-snatcher, all in one night and sporting a still-wounded right leg. _Not bad, Parker_, he commended himself as he scampered up the side of a building, searching for a high-enough place to start the swing home.

A sudden high-pitched shriek interrupted Spider-Man's thoughts, and he instinctively turned towards the noise, shooting off a web and heading in the direction of the cry. His heartbeat picked up a notch as the scream sounded again, his entire body tingling as adrenaline shot through his bloodstream and prepared him for action. Minutes later, he arrived at a shadow-steeped alley that stank of the sewers and clung to the grimy side of a brick building, searching the darkness. At last, at the far end of the alley, his enhanced vision picked up movement. He scampered towards it, all senses on high alert, listening intently for any noises that would warn of impending danger.

A lone car passing by in the distance cast a flicker of light into the alley, briefly illuminating a shape collapsed on the ground. Spider-Man dropped from the wall and hurried to its side, lowering himself into a crouch. The shape turned out to be a girl-young, maybe even around his age-unconscious, but breathing. He quickly checked her over for any bullet or stab wounds, but found none, just a rather nasty scrape on her forehead. Assured that she would live, Spider-Man looked up and squinted. He could barely see three feet in front of his face; the end of the alley was dark.

"Y'know, if you give yourself up now, I can call the cops and have them take you in," he called out conversationally, eyes flicking back and forth as he searched for the culprit. "Trust me, it beats having a skinny guy in red-and-blue spandex web your ass and drop you off. How embarrassing, right?"

There came an assortment of shuffling sounds and a low growl, but no reply.

"Okay then, have it your way." Rising to his feet, Spider-Man held his hands ready to shoot and began to advance into the shadows. The spider bite on the back of his neck prickled as his sharp hearing picked up more low growls and a dry, scraping sort of sound, like rough textures rubbing against each other. He locked his jaw, apprehension tickling up his spine as he took another step, and another, and another, the darkness swallowing him whole. He had taken down dozens of criminals since putting on the Spider-Man suit-_not to mention a giant motherhugging mutated Lizard-man_-but somehow, despite this crime appearing to be nothing but a routine mugging, not knowing exactly what he was facing unnerved Spider-Man more than any other street thug he'd faced before.

A sudden, strangled-sounding hiss came from the darkness, and Spider-Man had just enough time to rear back before something large and strong jumped him. For all his enhanced speed and agility, the thing latching onto his chest toppled him over like a domino, and he hit the ground hard, scrabbling at his attacker, barely registering the feel of something sharp digging into his skin as adrenaline heightened his senses. The thing snarling in his ear was sizable, but not enormous-about the size of a rottweiler and twice as ferocious. Spider-Man shouted out as he blindly shot webs at the creature squirming on top of him, hampering its attack just long enough for him to get his hands on either side of it and shove it off of him._ Jesus Christ, the thing has a hide_, he thought as he scrambled backwards, his palms still stinging from the rough texture of the creature's skin. His back hit the side of a building and he quickly climbed up it, his mind racing as he listened to the sound of the creature hissing as it tore out of the webs below. The feeling of the creature against his hands somehow felt familiar-somehow-like-

Another car driving by lit up the alley, and Spider-Man looked down just in time to see the creature rearing up and leaping at the wall, and his heart jumped into his throat as he stared, paralyzed, at the attacking-

_Scales._

-lizard.

For a moment, it felt as if all of the air had been sucked out of Spider-Man's lungs._ No-no no no-but the Lizard-Dr. Connors, he's not-not anymore-_It took another split-second for him to realize that the creature scuttling up the brick was not, in fact, the Lizard-_a_ lizard, but not _the_ Lizard. A mutated lizard. A muscular, raging, mutated black-and-orange lizard the size of a large dog, coming straight at him.

Spider-Man jerked out of his trance and aimed, firing quick shots of webbing into the lizard's eyes and around its torso. The mutated reptile hissed and fell to the floor of the alley, writhing as it clawed at its temporary bindings. Spider-Man turned and scampered back to the mouth of the alley, picking up the body of the lizard's first victim as he went. Drawing the unconscious girl to him, he emerged from the alley and shot a biocable at the first building he saw, swinging away across the city as fast as he could.

* * *

_"Oh my god!"_

Spider-Man started and shot off another biocable before glancing down at the waking girl tucked against his chest. "Oh-uh-"

"Ohmy_god_you'reSpider-Man," the girl gasped, looking as if she had just seen a ghost. Her eyes flickered downwards and now she looked as if she _were_ a ghost. "And I'm-I'm-"

"I call it swinging, but you can think of it as sightseeing if you want," he joked, shooting off another cable as they swooped past the Chrysler building.

"I-oh god, I-" The girl inhaled sharply, raising a hand to her forehead. "Ohhh, I don't feel so good."

"You might have a concussion," he explained. "I'm bringing you to the hospital now."

The girl gulped, looking as if she might be sick as she tore her eyes from the cityscape rushing by below. "What happened?"

"You got-uh-mugged," Spider-Man said, grimacing behind his mask at the blatant lie.

The girl sighed deeply. "Shit."

"I'm sorry."

"Well"-she exhaled shakily-"at least you got him, right? The mugger, I mean? At least that bastard won't be mugging anyone else anytime soon."

"Oh-uh-" Spider-Man nodded fervently, avoiding meeting the girl's questioning blue eyes. "'Course I did. They don't call me the amazing Spider-Man for kicks, y'know." He winced. _God, Parker, if there were an Olympics for sounding like an idiot, you'd win gold._

She smiled, then let out a sharp cry. "_Jesus_, my head hurts. And, ugh, everything else, too." She swallowed. "I've always been a bit prone to, um, motion-sickness."

"Sorry," Spider-Man repeated apologetically. "I would've called an ambulance, but there were no payphones nearby, and no cell 'cause, well"-he chuckled ruefully-"no pockets, so, uh, this was the fastest way I could think of to get you to the hospital."

"I appreciate it," the girl murmured, her eyelids fluttering. Alarm spiked in him as he listened to her breaths grow rapidly shorter. "I just...my head..."

"Keep talking to me, okay? You gotta hang in there, we're almost there." When the girl didn't respond, he panicked and blurted, "Tell me your name. What's your name?"

The girl swallowed and forced her eyes open. "Astrid," she answered. "Astrid Kyle."

"Astrid-that's a cool name." He squinted, making out the shape of Mount Sinai Hospital in the near distance. "Uh, how old are you, Astrid?"

"Nineteen."

"Cool, that's-good age," he babbled, trying to keep Astrid's eyes from closing. He didn't know whether it was panic, exhaustion, or his own injuries, but he could feel a splitting headache coming on, a painful pinpoint of pressure steadily growing between his eyes. He shook his head slightly and shot off another web. "D'you go to school?"

"Mmm-I-" She squeezed her eyes shut again. "Oh, god, everything _hurts_."

"We're almost there, Astrid, just-another minute, okay?" He sucked in a quick breath, then nearly shouted out as an unexpected bolt of pain lanced through his right leg. His chest stung and tingled, as if echoing the pain in his leg. _What the hell is going on?_

At last, the looming structure of Mount Sinai rose up before them. He tightened his grip around Astrid's now-unconscious body before releasing his hold on the biocable, dropping to the pavement in front of the hospital. Bending to scoop his rescuee up and carry her bridal-style, he hurried around to the ER entrance, shouldering the door open and running in, shouting, "Hey! Hey! This girl needs a doctor!"

For a moment, the ER fell silent as doctors and patients alike stared dumbly at the spandex-clad superhero sprinting into the room. Spider-Man shouted again, snapping a handful of doctors out of their stupor. They rushed to his side, gently taking the unconscious girl from him and loading her onto a stretcher. Spider-Man stepped back as the doctors took Astrid's vitals, one even finding her student ID card in her pocket and running off to call her family. With a sigh of relief, he turned and jogged out of the emergency room, glad to finally be able to head home.

He had just made it to the sidewalk outside when a blow of excruciating pain struck him, radiating from his injured leg up into his chest and lungs. He let out a gasp as he tripped and fell to his knees, eyes squeezed shut as the pain stabbed through him. _What the-fucking-hell-_

When he was finally able to open his eyes again, vision blurry, the pain had faded to a sharp ache. He rose unsteadily to his feet, then nearly toppled over again as a wave of dizziness hit him right between the eyes. His bones felt like jelly and he could feel his heartbeats, thumping erratically in his chest. He groaned, focusing all of his strength into remaining upright, trying to think of what could have possibly caused this-

The image of the snarling black-and-orange lizard flashed into his mind. He groaned. _Of course._ That lizard had looked like a much smaller, less human-like, and more orange version of the form that Dr. Connors had taken when he'd mutated. He could only guess that the creature had been an ordinary lizard that had somehow gotten into Dr. Connors' chemicals. It made sense-Connors had kept a lab in the sewers, and the serum capsules that he had used had been strewn all over the place. And, if that was the case, then there was only one person who could help him.

Gritting his teeth, Spider-Man straightened and aimed a biocable at the nearest skyscraper. As he pulled himself up into the air, he tried to push George Stacy's echoing words out of his head. _Just this once, Captain. I need her._

Shooting off another cable, he began the cross-city journey to Gwen Stacy's apartment.


	6. Symptoms

_6 - Symptoms_

By the time Peter arrived at the Stacys' apartment building, he felt as if someone-or something-had scooped out all of his insides and replaced them with raw pain, exhaustion, and dizziness. He dropped down onto the fire escape outside of Gwen's window with an unceremonious _thump_, reaching out a hand to steady himself as his head spun and his stomach lurched. He reached for the railing but the city was spinning before his eyes, and he found himself groping at air before his knees turned to jelly and he collapsed against Gwen's shut bedroom window, his head hitting the glass and sending a shock of pain buzzing through his body.

He closed his eyes, sucking in an unsteady breath and willing his stomach to retreat back down his throat. Through the haze of nausea and aching tiredness clouding his mind, he could hear the sound of pattering footsteps and a very female, very familiar voice murmuring "What the hell?" before the glass pressed against his face shifted upwards and he felt himself falling forwards and sprawling awkwardly over Gwen Stacy's windowsill.

"Oh my god-" Gwen's mouth opened, her eyes widening. "Oh my god-Peter-is that you?"

"Heh," Peter said weakly, grasping the side of the window and pulling himself up. "I wish not."

Gwen's face tightened, like she was trying desperately to hold something back. "What-what are you doing here?"

"I-uh-" Peter reached up to pull off his mask. "I need to talk to you."

Gwen's made a strangled scoffing noise. "Oh. Oh, so now you want to talk? What about me, Peter? What if I don't want to talk? What about-" Her eyes suddenly widened. "You're hurt."

"By a lizard and everything. 'M making a habit out of this, aren't it?" he mumbled jokingly, tightening his grip on the windowsill to keep from toppling over.

Gwen turned white. "What? But-no, that's impossible, you-he's in jail, he can't-"

"No, not-not Dr. Connors," Peter coughed. "A-it was smaller, but it was-it looked like it might have been a lizard originally-" He coughed again. "I think it had to've gotten into Connors's stuff when he was down in the sewers-there were all kinds of chemicals down there-"

Gwen swallowed and shook her head. "I can't..."

"Please, Gwen," Peter whispered hoarsely. "I need your help, I gotta-I gotta neutralize that thing, it already attacked a girl today-and you're the only one who can help me, you're the only one I know with access to OsCorp-"

Gwen's lips pressed into a razor-thin line and she looked away. "Right. Of course." She met his eyes again. "Come on, you should get into the room."

"I-uh-" Peter winced.

Gwen looked like she would have rolled her eyes if she wasn't so tense and moved forwards to help him off of her windowsill. By the time Peter made it into the room and collapsed on the chair at the foot of Gwen's bed, his head was spinning so much that he could barely see anything and his entire body felt as if it somebody had shoved a white-hot poker into his bones.

"You better take off your shirt."

Peter blinked. "What?"

Gwen raised an eyebrow at him, but he could see the sudden flush of red tinging the back of her neck. "Your scratches," she snapped, a peeved edge to her tone. "You need to dress them, don't you?"

"Oh-right." Peter reached down and grasped the edge of his shirt, grinding his teeth to keep from shouting out, and pulled the top half of his uniform over his head.

Gwen frowned, edging closer. "They're not that bad," she remarked, studying his chest curiously. "Nowhere near as bad as the ones Connors gave you. So..." She worried her lower lip. "Why are you in so much pain?"

"I'm, ah-wondering that myself." He shifted in the chair.

"Hold on-" Gwen bent forwards, and Peter tensed as he felt her cool fingertips brushing against his skin. A moment later, she straightened again, this time holding something pinched between her thumb and forefinger-something hardy and almost translucent-looking, and shaded in a distinctive pattern of black and orange.

Gwen's brow furrowed as she held the object up to the light. "It's a...a scale," she said.

"A what?"

"A scale." Gwen held it out, but Peter couldn't make it out through the pounding in his head and the swaying of the room. "It must have been from that lizard that attacked you." She studied it thoughtfully. "You said it looked like it had been a lizard originally, right?"

Peter nodded.

"I could probably look it up and see if I can find out what kind of lizard it is." Gwen carried the scale over to her desk and sat down in her wheelie chair, pulling up an Internet browser on her laptop. "Let's see...'black and orange lizards'..." She took the laptop and pushed her way over to Peter's chair, showing him the screen full of images of patterned lizards. "Can you pick out which one it was?"

Peter swallowed back his pain and leaned forwards, squinting. "Uh..." He ran a hand distractedly through his hair, thinking back to the attack in the alleyway, before pointing to a picture of a vividly black and orange-splotched lizard with a black snout. "It looked kind of like that one, I s'ppose."

Gwen nodded and clicked on the image. Her eyes scanned the screen, and then she paled.

"What? What is it?" Peter asked.

Gwen inhaled, giving her head a tiny shake. "Peter, there are only two species of poisonous lizards in the entire world."

"Oh." Peter swallowed. "That's-that's good, right?"_ Don't be an idiot. You know what's coming._

"Peter..." Gwen looked up. "The gila monster is one of them." She turned the laptop towards him, displaying the image of the lizard that he had chosen, with the label "Gila monster" directly underneath it.

* * *

"Connors had a-there's a reptilian venom antidote at OsCorp," Gwen blurted nervously as she veered around the corner, pressing her foot to the gas pedal. "Connors kept some in the cold room when he had the gilas imported from Arizona, though I never thought he'd need-I mean, they're slow, they're such slow creatures, and their venom isn't usually fatal, but I mean, can't be too safe, right? Right?" Gwen glanced sharply to the passenger seat. "Peter!"

Peter's eyes snapped open. "Sorry, I'm awake, I'm-" He stiffened as another spasm of pain shot through him.

"Don't-do-that," Gwen snapped. "If you die in my car, I will _kill_ you."

Peter's lips quirked up into a tired half-smile.

Gwen inhaled and returned her eyes to the road. "The chemicals that it got into must have enhanced it, made it bigger and stronger and faster and its venom more"-her fingers tightened around the steering wheel-"lethal, but the antidote should be able to counteract it, Connors cooked it himself, it's a strong antidote, it-it has to be." She shook her head and hit the breaks. The car jolted to a stop, Gwen unbuckling her belt and hurrying out of her seat almost before she had yanked the key from the ignition. A moment later, she was opening the door on Peter's side of the car, unbuckling his belt for him and slinging his arm over her shoulders. "Come on," she said; and, gritting his teeth, Peter pulled himself out of the car, letting his burning and practically immobile body rest on Gwen's shoulders as she dragged him towards the entrance of OsCorp.

An elevator ride and five minutes of pain and nausea and impending unconsciousness later, Peter and Gwen stumbled into the lab, Peter's head dropping to his chest and Gwen's eyes frantic. Gwen pulled out a chair and tried to gently lower Peter into it; Peter, his bones like an odd combination of jelly and lead, dropped into the chair in an ungraceful sprawl. Gwen bent down, and her wide blue eyes met Peter's half-lidded brown ones. "Peter-Peter, listen. I'm going to go to the cold room, okay? I'm going to go find the antidote. You gotta-just stay awake, okay? Peter?" In a flash, she slapped him across the face. Hard. "Peter!"

Peter's head jerked up off his chest and his hand went reflexively to his cheek. "Jesus!" he gasped, sucking in a breath to make up for the ones that he'd lost when he had been slipping into unconsciousness.

"Stay awake!" Gwen commanded, and then she was gone.

Peter slumped down in the chair, the laboratory slowly blacking out before his eyes. His last thought before the suffocating pain overtook him was:_ I promised Aunt May I'd stay in._

* * *

A/N: Hello all! Terribly sorry for the awful delay, but I was in Florida for the week with no internet and I only just got back. Sorry this is so short and uneventful, I promise that there will be more Gwen/Peter goodies in the chapters to come!


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